Founder Shares. The Company issued 1,437,500 Ordinary Shares to HWei Super Speed Co. Ltd. (the “Sponsor”), for an aggregate consideration of $25,000, of which 187,500 of which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,437,500 Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is the earlier of (A) twelve months after the completion of the Company’s initial Business Combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, any Ordinary Shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company complete a transaction after the initial Business Combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the time frame provided in the Prospectus (as defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement Units (as defined below) and assuming ...
Founder Shares. The issued and outstanding Founder Shares are duly authorized, validly issued, fully paid and non-assessable.
Founder Shares. On February 18, 2021, the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. On March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with th...
Founder Shares. On February 10, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders until the earlier of: (i) one year following the completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange its ordinary shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Founder Shares. On April 20, 2021, the Company issued to Vistas Acquisition Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 6,325,000 Class B ordinary shares of the Company (“Founder Shares”). On May 27, 2022, the Sponsor surrendered 575,000 Founder Shares to the Company for cancellation for no consideration, resulting in 5,750,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Shareholders until the earlier of: (i) twelve months following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination; or (iii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary Shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Founder Shares. In November, 2020, the Company issued to FTAC Athena Sponsor, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for aggregate consideration of $25,000, 7,873,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding an aggregate of 8,653,333 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor: (i) with respect to 25% of such shares, until completion of the Company’s Business Combination, (ii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued ...
Founder Shares. On February 25, 2021, the Company issued to Data Knights, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: (i) six months following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination; or (iii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein).
Founder Shares. In April, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.0% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Founder Shares. On January 25, 2021, the Company issued to Gladstone Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholder until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Founder Shares. The Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, of which 258,750 of which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company complete a transaction after the initial Business Combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the time frame provided in the Prospectus (as defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 258,750 Founder Shares) such that the Founder Shares then outstanding...
